Affiliate Agreement


This Agreement is made the day set out below by and between

    1. Notes Solutions, Inc. a company incorporated in and according to the law of the state of Pennsylvania whose registered office is at 204 Commerce Blvd, Lawrence, PA 15055 hereinafter referred to as "Notes Solutions, Inc.", and

    2. "You" or "the Affiliate"

WHEREAS

    A. Notes Solutions, Inc. has developed and operates a service, which allows You to earn money by placing a link on Your website to one or several websites, connected to Notes Solutions, Inc.

    B. In order to use the service You must accept the conditions of this Agreement and become authorized as an "Affiliate". Please read this Agreement carefully. By clicking on the "Register" button You accept the conditions of this Agreement. You are not allowed to use the service if You do not accept the provisions of this Agreement.

    C. You must be accepted by Notes Solutions, Inc. and the company to whose Affiliate Program You would like to be registered before you can become an affiliate. You will be informed through Notes Solutions, Inc.'s website www.notes-solutions.com or via email when You have been accepted as an Affiliate.

Now therefore, You hereto agree to the following bindings terms of the agreement.

1. Definitions


    The following terms when used in this Agreement shall have the following meanings:

    1. "Linked Website" - means a Website to which the Affiliate has placed a link on his website and which is connected to an Affiliate Program registered at Notes Solutions, Inc.

    2. "Visitor" - means any person who clicks on a link placed on the Affiliate's website and thereby is connected to a Linked Website

    3. "Click" - means a click by a Visitor on a link on the Affiliate's website serving a Linked Website to the Visitor's browser.

    6. "Traffic" - is a collective term for valid Clicks, Leads and Transactions/sales

    7. "Artificial Traffic" - is a collective term for invalid Clicks, Leads and Transactions, which may originate (for example and without limitation) from automatic openings, spiders, robots, requests in e-mail or chat rooms, script generators, placing links on other websites than informed and Clicks which are not generated by a browser, Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.

    8. "Affiliate Program" - is a program owned and operated by Notes Solutions, Inc. for a company on Notes Solutions, Inc.'s website which the Affiliate can join.

    9. Words denoting the masculine gender include the feminine and other genders and words denoting the singular number only shall include the plural and vice versa.

2. The Service

    1. The Affiliate is allowed to place links on his website to websites which have an Affiliate Program registered at Notes Solutions, Inc.

    2. The Affiliate is allowed to place links in emails to websites which have an Affiliate Program registered at Notes Solutions, Inc.

    3. Any Affiliate Program may be amended or terminated at any time. Information about the Affiliate Programs will be available on Notes Solutions, Inc.'s website, www.notes-solutions.com The Affiliate must keep himself informed of any amendments of Affiliate Programs, in particular if a registered website has terminated its Affiliate Program or changed the conditions for remuneration to Affiliates. The Affiliate must comply with the requirements of the Affiliate Program including in particular any stipulations as to the nature and content of the Affiliate's web site and the use of third party or other Affiliates trade marks and logos.

    4. Notes Solutions, Inc. reserves the right to modify, amend, change or terminate Notes Solutions, Inc.'s service. The Affiliate will be notified of all such changes by e-mail or by an announcement on Notes Solutions, Inc.'s website. If the Affiliate does not accept the changes the Affiliate must immediately cease to use the service and delete all links to Linked Websites.

3. Obligations of the Affiliate

    1. The Affiliate is solely responsible for his website and its contents and shall ensure that they conform at all times to all applicable laws and regulations.

    2. The Affiliate hereby undertakes to comply with all applicable USA- and national laws and regulations in force from time to time including, but not limited to, the USA.

    3. If the Affiliate is a natural person he must be at least 18 years of age. If the Affiliate has not reached the age of 18 a parent must give his consent to the registration to Notes Solutions, Inc.'s service and the registration of an Affiliate below the age of 18 without parental consent will be ineffective.

    4. The Affiliate warrants that the information furnished to Notes Solutions, Inc. about himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The Affiliate must notify Notes Solutions, Inc. immediately of any changes in the information by updating the information about him on Notes Solutions, Inc.'s website. If the Affiliate is a limited company Notes Solutions, Inc. must be provided with the Affiliate's full registered name, company registration number, registered office, trading address if different and VAT number if registered.

    5. The Affiliate warrants either that the rights to all information and productions on the Affiliate's website belong to the Affiliate or that the owner of the rights to the information and productions on the Affiliate's website has given his explicit permission to their publication there. The Affiliate also warrants that the information and productions on the Affiliate's website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way.

    6. The Affiliate must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.

    7. The Affiliate must notify Notes Solutions, Inc. immediately of any known or suspected improper or wrongful use of the Affiliate's links to Notes Solutions, Inc.'s website and/or an Affiliate Program or of Notes Solutions, Inc.'s service in any way whatsoever.

4. Obligations of Notes Solutions, Inc.

    1. Notes Solutions, Inc. undertakes to monitor and register the Traffic generated by the Affiliate's website to Linked Websites, in accordance with the service provided by Notes Solutions, Inc.

    2. Notes Solutions, Inc. will collect and pay to the Affiliate all amounts due to him arising from this Agreement.

5. Remuneration

    1. The conditions of remuneration for each Affiliate Program are published on Notes Solutions, Inc.'s website and shall apply at all times. The affiliate therefore agrees to "self-billing", which means that Notes Solutions, Inc. will create the invoice on behalf of the affiliate. VAT (if applicable) is added to the remuneration shown on Notes Solutions, Inc.'s website.

    2. Subject to clause 5.3, payment of accumulated remuneration to the Affiliate shall be made monthly in arrears provided that the Affiliate has generated valid Traffic and that Notes Solutions, Inc. has received payment from each company with whose Affiliate Program the Affiliate has registered.

    3. Payment of remuneration will only be made if two months prior to the payment date the Affiliate is due an amount of at least $30 and if Notes Solutions, Inc. has received full payment for these transactions. An amount due of less than $30 will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, again provided that the minimum amount of at least $30 is due two months prior to that payment date. All payments are calculated upon the total Traffic generated up to the end of two months prior to the month of payment. Accumulated amounts do not accrue any interest.

    4. Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between Notes Solutions, Inc. and the Affiliate.

    5. Payment to the Affiliate will be made direct to the Affiliate's bank account. The Affiliate must specify on Notes Solutions, Inc.'s website details of his bank account (including name and branch of the bank, sort code of the branch and the Affiliate's account number).

    6. The Affiliate is responsible for the payment of all tax and national insurance payable on any payments made to him by Notes Solutions, Inc.

6. Limits on Notes Solutions, Inc.'s Liability

    1. Notes Solutions, Inc. cannot guarantee or warrant the performance of Notes Solutions, Inc.'s service or the links to any linked websites.

    2. Notes Solutions, Inc. shall not be liable for costs and damages incurred by the Affiliate arising out of this Agreement unless caused directly by the negligence of Notes Solutions, Inc. in providing its service. Notes Solutions, Inc. shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Affiliate for any reason whatsoever.

    3. Notes Solutions, Inc. will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Notes Solutions, Inc.'s service or for any damage caused by viruses or components to the service, the Affiliates software and/or the Affiliate's website. Notes Solutions, Inc. shall not be liable for any error in the implementation of the links on the Affiliate's website or for the specified function of the links.

    4. Notes Solutions, Inc. shall not be liable if companies, which have registered Affiliate Programs at Notes Solutions, Inc., do not fulfill their obligations according to their Affiliate Programs and Notes Solutions, Inc. shall not be liable in any way for any agreements made directly between the Affiliate and such companies.

7. Term and Termination

    1. This Agreement shall come into force upon Your acceptance as an Affiliate and shall remain in effect until terminated.

    2. The Affiliate is entitled to terminate this Agreement with immediate effect at any time. The Affiliate must cease to use the service immediately upon the termination of this Agreement and delete all links to Linked Websites.

    3. Notes Solutions, Inc. is entitled to terminate this Agreement and/or suspend the Affiliate from Notes Solutions, Inc.'s service or from a certain company's Affiliate Program if:

      1. Notes Solutions, Inc. considers the Affiliate or the content of his website inappropriate in any way.

      2. Notes Solutions, Inc. is requested to do so, for any reason, by a company to whose Affiliate Program the Affiliate is registered.

      3. The Affiliate acts fraudulently or illegally in any way or the Affiliate generates or tries to generate Artificial Traffic to Linked Websites or the Affiliate in any other way breaches any of the provisions of this Agreement.

      4. The Affiliate does not comply with any law or regulation as set out in section 3.2

      5. The Affiliate has not generated any Traffic for a period of three (3) months.

    4. Upon suspension of the Affiliate from a particular company's Affiliate Program, the Affiliate shall immediately delete all links to that particular company's web site.

    5. Upon termination of this Agreement, Notes Solutions, Inc. shall inform the Affiliate immediately through Notes Solutions, Inc.'s website and the Affiliate shall immediately cease to use the service and delete all links to Linked Websites.

    6. This Agreement expires immediately on termination and no remuneration will be paid to the Affiliate for the Affiliate Program or Programs in question.

8. Indemnity
The Affiliate shall keep Notes Solutions, Inc. indemnified against any claims for damages or other claims for compensation arising from the contents of the Affiliate's website or any incorrect information given to Notes Solutions, Inc. by the Affiliate. The Affiliate shall also compensate Notes Solutions, Inc. for any other damages or costs caused by the Affiliate's improper, negligent or unauthorized use of Notes Solutions, Inc.'s service and technical problems or loss of data caused by the Affiliate on Notes Solutions, Inc.'s website or on any website to which the Affiliate is linked by Notes Solutions, Inc.

9. Assignment of the Agreement
The Affiliate may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Notes Solutions, Inc. The Affiliate agrees that Notes Solutions, Inc. may assign its rights and obligations under this Agreement and divulge or transfer information about the Affiliate's website, e-mail etc to any third party.

10. Consent
The Affiliate consents to the publication of the Affiliate's name and web address etc at Notes Solutions, Inc.'s website and to Notes Solutions, Inc. sending newsletters etc to the Affiliate's e-mail address and using the information given by the Affiliate for marketing purposes.

11. Severability
If any provision of this Agreement or part thereof should to any extent, be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.

12. Intellectual Property Rights
Notes Solutions, Inc. owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Affiliate does not acquire any rights or licenses whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement.

13. Applicable Law

    1. Notes Solutions, Inc. shall not be liable for the legality of Notes Solutions, Inc.'s service in countries other than the United States of America. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to Notes Solutions, Inc.'s service from a country other than the United States of America or if the Affiliate's website is on a server in a country other than the United States of America.

    2. This Agreement shall be governed by, and construed in accordance with the laws of State Of Pennsylvania.

    3. If any dispute arises out of this Agreement the Parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Dispute Resolution ('CEDR') or such other mediation procedure as the parties may agree in writing.

    4. To initiate the mediation one Party must give notice in writing ('the ADR Notice') to the other Party requesting mediation in accordance with this clause. The mediation is to take place not later 28 days after the giving of the ADR Notice. If there is any issue upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, CEDR (or such other mediation body as the Parties may have agreed) will, at the request of either Party, decide the issue for the Parties, having consulted with them.


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